Rockcliff Resources Inc.
TSX VENTURE : RCR

Rockcliff Resources Inc.

December 16, 2010 08:00 ET

Rockcliff Closes on a Further $1.7 Million of Offering Major Drill Program Planned at Snow Lake

TORONTO, ONTARIO--(Marketwire - Dec. 16, 2010) - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX VENTURE:RCR) (Tier 1) is pleased to announce that, further to its press release of December 1, 2010, the Company closed a further tranche of its non-brokered private placement for proceeds of $1,696,250. The Company placed 4,677,500 FT Units for proceeds of $935,500 and 5,071,668 WC Units for proceeds of $760,750. Rockcliff paid finders fees of $93,840 and issued 339,200 Compensation Warrants exercisable at $0.20 per warrant in respect of the sale of FT Units and 173,333 Compensation Warrants exercisable at $0.15 per warrant in respect of the sale of WC Units. Each Compensation Warrant entitles the holder to purchase a further common share of the Company for eighteen (18) months from Closing.

The majority of the exploration capital will be allocated to the Company's Snow Lake Project where a major diamond drill program is planned on three (Tower, Rail, Lon) of the Company's VMS (copper-gold) deposits.

Each flow-through unit is priced at $0.20 per unit (an "FT Unit") and consists of one flow-through common share of the Company and one-half (1/2) non flow-through share purchase warrant (an "FT Warrant"). Each full FT Warrant entitles the holder to acquire an additional common share at $0.30 for a period of eighteen (18) months from Closing. Each working capital unit is priced at $0.15 per unit (a "WC Unit") and consists of one common share of the Company and one (1) share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire an additional common share at $0.30 for a period of eighteen (18) months from Closing.

Insiders of the Company acquired $45,000 of FT Units and $15,000 of WC Units pursuant to this closing. Insiders have subscribed for a further $109,500 of FT Units and $4,250 of WC Units to close with the final closing next week. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to insiders does not exceed 25% of its market capitalization.

Securities issued under this private placement are subject to hold periods ending on or after April 15, 2011.

Rockcliff Resources Inc.

Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and advancement of its high-quality mineral assets at its Snow Lake Project. Rockcliff presently controls the Snow Lake Project totaling in excess of 600 km2 located within and proximal to the Snow Lake Mining Camp. The project presently includes four historic VMS (copper-gold rich) deposits (Rail, Lon, Reed and Kof), the Tower VMS (copper-gold) prospect, a former gold mine (Century Gold Mine), one gold deposit (C-Zone) as well as additional areas with potential for VMS (copper-gold rich) and gold mineralization. Rockcliff also controls the Black Gold precious metal property in northern Ontario.

For more information please visit www.rockcliffresources.com.

Forward Looking Statement:

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Rockcliff undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

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